ARTICLE 1. OFFICES

The principal office of Pacific Northwest Neuropsychological Society (the “Society”)

shall be located at its principal place of business or such other place as the Board of Directors

(“Board”) may designate. The Society may have such other offices, either within or without the

State of Washington, as the Board may designate or as the business of the Society may require

from time to time.

ARTICLE 2. MEMBERSHIP

The Society will have a two-tiered membership structure of “members” and “associate

members”. The members and associate members shall be collectively referred to in these Bylaws

as the “Membership”.

2.1 Members

A member of the Society must be a doctorate level psychologist with a primary interest,

focus and professional commitment to neuropsychological education, neuropsychological

research, or clinical neuropsychological practice.

2.2 Associate Members

Any person with an interest in neuropsychology, but who does not meet the requirements

necessary to qualify as a member, may join as an associate member. This category may include,

but is not limited to, individuals in the following professions: psychologists, speech pathologists,

occupational therapists, neurologists, psychiatrists, etc.

2.3 Voting Privileges

2.3.1 All members and associate members have the same voting privileges.

2.3.2 Each member and associate member entitled to vote with respect to the subject

matter of an issue submitted to the members and the associate members shall be entitled to one

vote upon each such issue.

2.3.3 Each member and associate member entitled to vote at an election of Directors

and Officers may cast one vote for as many persons as there are Directors and Officers to be

elected and for whose election such member or associate member has a right to vote.

2.4 Final Meeting of Academic Year

The final academic meeting of the Membership shall be held in in the spring of each year

at a date, time and place designated by the Board for the purpose of electing Directors and

Officers and transacting such other business as may properly come before the meeting. If the

day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall

be held on the next succeeding business day. If the annual meeting is not held on the date

designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be

convenient.

2.5 Special Meetings

The President, the Board, or not less than 10 of the members entitled to vote at such

meeting, may call special meetings of the members for any purpose.

2.6 Place of Meetings

All meetings of the Membership shall be held at the principal office of the corporation or

at such other place within or without the State of Washington designated by the President, the

Board, by the members and associate members entitled to call a meeting of the Membership, or

by a waiver of notice signed by all members and associate members entitled to vote at the

meeting.

2.7 Notice of Meetings

The President, the Secretary or the Board shall cause to be delivered to each member and

associate member entitled to notice of or to vote at the meeting, either personally, by mail, by

fascimile transmission or by electronic transmission, not less than ten nor more than fifty days

before the meeting, written notice stating the place, date and time of the meeting and, in the case

of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon

the written request of not less than 10 of the members entitled to vote at the meeting, it shall be

the duty of the Secretary to give notice of a special meeting of members to be held at such date,

time and place as the Secretary may fix, not less than ten nor more than thirty-five days after

receipt of such written request, and if the Secretary shall neglect or refuse to issue such notice,

the person or persons making the request may do so and may fix the date, time and place for such

meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official

government mail properly addressed to the member or associate member at his or her address as

it appears on the records of the corporation with postage thereon prepaid. Notices by electronic

transmission must be delivered in accordance with Section 2.14 of these Bylaws.

2.8 Waiver of Notice

Whenever any notice is required to be given to any member or associate member under

the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a

waiver thereof in writing, signed by the person or persons entitled to such notice, whether before

or after the time stated therein, shall be deemed equivalent to the giving of such notice.

2.9 Quorum

15 of the members and associate members entitled to vote shall constitute a quorum at a

meeting of the members. If less than a quorum of the members and associate members entitled

to vote is represented at a meeting, a majority of the members and associate members so

represented may adjourn the meeting from time to time without further notice.

2.10 Manner of Acting

The vote of a majority of the votes entitled to be cast by the members and associate

members at a meeting at which a quorum is present shall be necessary for the adoption of any

matter voted upon, unless a greater proportion is required by applicable Washington law, the

Articles of Incorporation or these Bylaws.

2.11 Proxies

No voting by proxy shall be permitted.

2.12 Action by Membership Without a Meeting

Any action which could be taken at a meeting of the Membership may be taken without a

meeting if a written consent setting forth the action so taken is executed by all members and

associate members entitled to vote with respect to the subject matter thereof. Such written

consents may be signed in two or more counterparts, each of which shall be deemed an original

and all of which, taken together, shall constitute one and the same document. Any such written

consent shall be inserted in the minute book as if it were the minutes of a meeting of the

members. For purposes of these Bylaws, “executed” means: (a) writing that is signed; or (b) an

email transmission that is sent with sufficient information to determine the sender’s identity.

2.13 Meetings by Telephone

Members and associate members may participate in a meeting of the Membership by

means of a conference telephone or similar communications equipment by means of which all

persons participating in the meeting can hear each other at the same time. Participation by such

means shall constitute presence in person at a meeting.

2.14 Electronic Transmission

The Corporation may deliver to a member and an associate member notices, demands,

consents or waivers by electronic transmission, if such member or associate member has

consented to receive such electronically transmitted communications. The consent must

designate the message format accessible to the member or associate member and the address,

location or system to which the notices or other document may be electronically transmitted.

Notice provided in an electronic transmission is effective when it: (a) is electronically

transmitted to an address, location, or system designated by the recipient for that purpose, and is

made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic

network and a separate record of the posting has been delivered to the recipient together with

comprehensible instructions regarding how to obtain access to the posting on the electronic

network.

ARTICLE 3. BOARD OF DIRECTORS

3.1 General Powers

The affairs of the Society shall be managed by a Board of Directors.

3.2 Number

The Board shall consist of not less than three nor more than ten Directors, the specific

number to be set by resolution of the Board. The number of Directors may be changed from

time to time by amendment to these Bylaws, provided that no decrease in the number shall have

the effect of shortening the term of any incumbent Director.

3.3 Qualifications

Directors shall be members of the Society and have such qualifications as the Board may

prescribe by resolution or amendment to these Bylaws.

3.4 Election of Directors

3.4.1 Initial Directors

The initial Directors named in the Articles of Incorporation shall serve until the first

annual meeting of the Board.

3.4.2 Successor Directors

Successor Directors shall be elected by the Membership of the Society.

3.5 Term of Office

Unless a Director dies, resigns or is removed, he or she shall hold office for a term of one

year or until his or her successor is elected, whichever is later. Multiple consecutive terms are

allowable if elected by the Membership of the Society.

3.6 Annual Board Meeting

The annual meeting of the Board shall be held in the month of June or July, after the final

yearly meeting of the Membership for the purposes of transacting such business as may properly

come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place

of the meeting, the meeting shall be held on the next succeeding business day. If the annual

meeting is not held on the date designated therefor, the Board shall cause the meeting to be held

as soon thereafter as may be convenient.

3.7 Regular Meetings

By resolution, the Board may specify the date, time and place for the holding of regular

meetings without other notice than such resolution.

3.8 Special Meetings

Special meetings of the Board or any committee designated and appointed by the Board

may be called by or at the written request of the President or any two Directors, or, in the case of

a committee meeting, by the chairman of the committee. The person or persons authorized to

call special meetings may fix any place either within or without the State of Washington as the

place for holding any special Board or committee meeting called by them.

3.9 Meetings by Telephone

Members of the Board or any committee designated by the Board may participate in a

meeting of such Board or committee by means of a conference telephone or similar

communications equipment by means of which all persons participating in the meeting can hear

each other at the same time. Participation by such means shall constitute presence in person at a

meeting.

3.10 Place of Meetings

All meetings shall be held at such place within or without the State of Washington

designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed

by all Directors.

3.11 Notice of Special Meetings

Notice of special Board or committee meetings shall be given to a Director in writing or

by personal communication with the Director not less than five days before the meeting. Notices

in writing may be delivered or mailed to the Director at his or her address shown on the records

of the Society or given by facsimile or electronic transmission. Neither the business to be

transacted at, nor the purpose of any special meeting need be specified in the notice of such

meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in

the official government mail properly addressed with postage thereon prepaid. Notices by

electronic transmission must be delivered in accordance with Section 3.22 of these Bylaws.

3.12 Waiver of Notice

3.12.1 In Writing

Whenever any notice is required to be given to any Director under the provisions of these

Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing,

signed by the person or persons entitled to such notice, whether before or after the time stated

therein, shall be deemed equivalent to the giving of such notice. Neither the business to be

transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in

the waiver of notice of such meeting.

3.12.2 By Attendance

The attendance of a Director at a meeting shall constitute a waiver of notice of such

meeting, except where a Director attends a meeting for the express purpose of objecting to the

transaction of any business because the meeting is not lawfully called or convened.

3.13 Quorum

A majority of the number of Directors in office shall constitute a quorum for the

transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority

of the Directors present may adjourn the meeting from time to time without further notice.

3.14 Manner of Acting

The act of the majority of the Directors present at a meeting at which there is a quorum

shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the

Articles of Incorporation or applicable Washington law.

3.15 Presumption of Assent

A Director of the Society present at a Board meeting at which action on any corporate

matter is taken shall be presumed to have assented to the action taken unless his or her dissent or

abstention is entered in the minutes of the meeting, or unless such Director files a written dissent

or abstention to such action with the person acting as secretary of the meeting before the

adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of

the Society immediately after the adjournment of the meeting. Such right to dissent or abstain

shall not apply to a Director who voted in favor of such action.

3.16 Action by Board Without a Meeting

Any action which could be taken at a meeting of the Board may be taken without a

meeting if a written consent setting forth the action so taken is executed by each of the Directors.

Such written consents may be executed in two or more counterparts, each of which shall be

deemed an original and all of which, taken together, shall constitute one and the same document.

Any such written consent shall be inserted in the minute book as if it were the minutes of a

Board meeting. For purposes of these Bylaws, “executed” means: (a) writing that is signed; or

(b) an email transmission that is sent with sufficient information to determine the sender’s

identity.

3.17 Resignation

Any Director may resign at any time by delivering written notice to the President or the

Secretary at the registered office of the Society, or by giving oral or written notice at any meeting

of the Directors. Any such resignation shall take effect at the time specified therein, or if the

time is not specified, upon delivery thereof and, unless otherwise specified therein, the

acceptance of such resignation shall not be necessary to make it effective.

3.18 Removal

At a meeting of the Board, one or more Directors may be removed from office, with or

without cause, by a majority of the votes cast by Directors then in office.

3.19 Vacancies

A vacancy in the position of Director may be filled by the affirmative vote of a majority

of the remaining Directors though less than a quorum of the Board. A Director who fills a

vacancy shall serve for the unexpired term of his or her predecessor in office.

3.20 Board and Advisory Committees

3.20.1 Board Committees

The Board, by resolution adopted by a majority of the Directors in office, may designate

and appoint one or more standing or temporary Board committees, each of which shall consist of

two or more Directors. Such Board committees shall have and exercise the authority of the

Directors in the management of the Society, subject to such limitations as may be prescribed by

the Board; except that no committee shall have the authority to: (a) amend, alter or repeal these

Bylaws; (b) elect, appoint or remove any member of any other committee or any Director or

officer of the Society; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or

consolidation with another corporation; (e) authorize the sale, lease or exchange of all or

substantially all of the property and assets of the Society not in the ordinary course of business;

(f) authorize the voluntary dissolution of the Society or revoke proceedings therefor; (g) adopt a

plan for the distribution of the assets of the Society; or (h) amend, alter or repeal any resolution

of the Board which by its terms provides that it shall not be amended, altered or repealed by a

committee. The designation and appointment of any such committee and the delegation thereto

of authority shall not operate to relieve the Board or any individual Director of any responsibility

imposed upon it, him or her by law.

3.20.2 Advisory Committees

The Board may designate and appoint one or more advisory committees, each of which

may consist of at least one Director and one or more other individuals to give advice and counsel

to the Board. The Board shall establish the charge and tasks for the committee and appoint its

chair and members.

The following standing committees shall be appointed by the President with the approval

of the Board:

MEMBERSHIP COMMITTEE. The committee for membership will consist of a chairperson

appointed by the President. The chair will form a committee to review all applications for

membership and shall nominate those meeting the requirements for consideration by the Board.

PROGRAM COMMITTEE. The committee will consist of a chairperson appointed by the

President. The chair will form a committee to be responsible for planning and coordinating

monthly meetings and any other general meetings of the Society.

AD-HOC COMMITTEES. The President may appoint special ad-hoc committees from time to

time as necessary to conduct the affairs of the Society.

3.20.3 Quorum; Manner of Acting

A majority of the number of members of any committee shall constitute a quorum, and

the act of a majority of the members of a committee present at a meeting at which a quorum is

present shall be the act of the committee.

3.20.4 Resignation

Any member of any committee may resign at any time by delivering written notice

thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or

written notice at any meeting of such committee. Any such resignation shall take effect at the

time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise

specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.20.5 Removal of Committee Member

The Board, by resolution adopted by a majority of the Directors in office, may remove

from office any member of any committee elected or appointed by it.

3.21 Compensation

The Directors shall receive no compensation for their service as Directors but may

receive reimbursement for expenditures incurred on behalf of the Society.

3.22 Electronic Transmission

Notices may be provided in an electronic transmission. Notice in an electronic

transmission is effective only with respect to those Directors that have consented, in the form of

a record, to receive electronically transmitted notices and designated in such consent the address,

location or system to which these notices may be electronically transmitted. A Director who has

consented to receipt of electronically transmitted notices may revoke the consent by delivering a

revocation to the Society in the form of a record. Furthermore, the consent is automatically

revoked if the Society is unable to electronically transmit two consecutive notices given by the

Society, and this inability becomes known to the person responsible for giving notice. Notice

provided in an electronic transmission is effective when it is electronically transmitted to an

address, location or system designated by the recipient for that purpose.

ARTICLE 4. OFFICERS

4.1 Number and Qualifications

The officers of the Society shall be a President, a Vice President, a Secretary, a Treasurer,

and an Associate Member Representative, each of whom shall be elected by the Membership.

Other officers and assistant officers may be elected or appointed by the Board, such officers and

assistant officers to hold office for such period, have such authority and perform such duties as

are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may

be assigned by the Board any additional title that the Board deems appropriate. Any two or more

offices may be held by the same person, except the offices of President and Secretary. All

officers, except the Associate Member Representative, shall be Members of the Society. The

Associate Member Representative shall be an associate member of the Society.

4.2 Election and Term of Office

In spring of each year all members of the Society interested in holding office, and all

associate members interested in serving on the Board as Representative, shall be listed on a ballot

for nominations. All members (members and associate members) will be asked by mail ballot to

check one choice for each office. Those nominees with the largest number of votes for each

office shall serve their respective terms. In the event of a tie, the outgoing president will cast the

tie breaking vote. Voting ballots shall be counted prior to the June or July meeting of the Board

and the new members of the Board will take office during the annual Board meeting. Unless an

officer dies, resigns, or is removed from office, he or she shall hold office until the next annual

meeting of the Board or until his or her successor is elected.

4.3 Resignation

Any officer may resign at any time by delivering written notice to the President, the Vice

President, the Secretary or the Board, or by giving oral or written notice at any meeting of the

Board. Any such resignation shall take effect at the time specified therein, or if the time is not

specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such

resignation shall not be necessary to make it effective.

4.4 Removal

Any officer or agent elected or appointed by the Board may be removed from office by

the Board whenever in its judgment the best interests of the Society would be served thereby, but

such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.5 Vacancies

A vacancy in any office created by the death, resignation, removal, disqualification,

creation of a new office or any other cause may be filled by the Board for the unexpired portion

of the term or for a new term established by the Board.

4.6 President

The President shall have general executive charge of the management of the affairs of the

Society, in cooperation with the Board and the membership. The President, in consultation with

the Board, shall appoint committees as may be prescribed in these Bylaws. The term of office

shall be one year.

4.7 Vice President

The Vice President shall discharge the duties of the President in case of the latter’s

absence or disability and shall be a member of the Board. The Vice President shall be the

President-elect, succeeding the President following the vice presidential year. The Vice President

shall have such other duties as requested by the President or the Board.

4.8 Secretary

The Secretary shall keep records of the meetings of the Society and of the Board and

shall maintain and safeguard the records of the Society, including minutes of meetings and details

of programs as necessary. The Secretary shall serve a term of one year.

4.9 Treasurer

The Treasurer shall keep or cause to be kept the books of the Society, providing a

complete and accurate account of all monies, funds, and property of the Society and of all

disbursements, resources and liabilities thereof. The Treasurer shall collect dues and disburse

funds according to the guidelines established by the Board. The Treasurer shall be a member of

any fiscal planning committee that may be established. The Treasurer shall report to the Board

and the membership on at least an annual basis regarding the finances of the Society in addition

to filing a written annual financial report. The Treasurer shall serve a term of one year.

4.95 Associate Member Representative

The Board Representative is an associate member who shall serve on the executive board

and will be elected by the Membership. The Representative shall serve a term of one year.

ARTICLE 5. ADMINISTRATIVE PROVISIONS

5.0 Financial Affairs and Dues

The financial affairs of the Society shall be governed by the Board. Alterations in dues

structure or amount requires majority vote by the Directors then in office. The Board may

recommend a differential dues structure based upon type of membership. An individual at either

membership level not paying the required dues for a period of 12 months after the due date will

be deemed to have resigned from the Society.

5.1 Loans

No loans shall be contracted on behalf of the Society and no evidences of indebtedness

shall be issued in its name unless authorized by a resolution of the Board. Such authority may be

general or confined to specific instances.

5.2 Loans or Extensions of Credit to Officers and Directors

No loans shall be made and no credit shall be extended by the Society to its officers or

Directors.

5.3 Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of

indebtedness issued in the name of the Society shall be signed by such officer or officers, or

agent or agents, of the Society and in such manner as is from time to time determined by

resolution of the Board.

5.4 Books and Records

The Society shall keep at its principal or registered office copies of its current Articles of

Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the

proceedings of the Board, and any minutes which may be maintained by committees of the

Board; records of the name and address of each Director, each officer, each member and each

associate member; and such other records as may be necessary or advisable.

5.5 Accounting Year

The accounting year of the Society shall be the twelve months ending June 30.

5.6 Rules of Procedure

The rules of procedure at meetings of the Membership, the Board and committees of the

Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly

revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of

Incorporation or any resolution of the Board.

ARTICLE 6. AMENDMENTS

Amendments to the Bylaws may be proposed by the Board to the Membership upon

concurrence of a majority of the Directors then in office at any meeting of the Board. Voting

upon amendments shall be by mail ballot sent to the Society Membership. A favorable two-thirds

majority of all returned ballots shall be necessary for ratification of any amendments.

(The foregoing Bylaws were adopted by the Board of Directors at a meeting held on April

30, 2020, at which a quorum was present.)